BKV Corp 8K

BKV Corporation priced an upsized $500 million private offering of 1.625% convertible senior notes due 2031, with proceeds used for capped call transactions, share repurchases, and general corporate purposes including debt repayment.

BKV Corporation announced the pricing of an upsized private offering of $500 million aggregate principal amount of 1.625% convertible senior notes due 2031 to qualified institutional buyers under Rule 144A, increased from a previously planned $400 million, with settlement expected on September 14, 2026. The notes are senior unsecured, bear interest at 1.625% payable semi-annually, mature on October 15, 2031, and are convertible at an initial rate of 31.3161 shares per $1,000 principal (implying a conversion price of about $31.93 per share, a 32.5% premium to the $24.10 reference price), with BKV able to settle conversions in cash or cash and stock. BKV granted initial purchasers an option to buy up to an additional $75 million of notes, may redeem the notes under specified stock price and outstanding principal conditions beginning October 15, 2029, and must offer to repurchase the notes upon certain fundamental changes. The company expects net proceeds of approximately $481.8 million (or $554.7 million if the option is fully exercised), of which about $56.3 million will fund capped call transactions designed to mitigate conversion dilution, about $35.0 million will fund the repurchase of 1,452,282 common shares at $24.10 per share, and the balance will be used for general corporate purposes including debt repayment and capital expenditures; the capped call transactions with certain financial institutions are structured with an initial cap price of $48.20 per share, subject to adjustment, and related hedging activities by counterparties may affect the trading prices of BKV’s stock and the notes.

Filing Facts

CIK

1838406

Ticker

-

Form

8K

Source Type

sec

Accession

0001104659-26-106560

Alert Tier

7